Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                           of the Products on the termination date, which is
                           defined as the date upon which this Agreement
                           terminates pursuant to any notice of termination
                           provided for by this Agreement.

         B.       The purchase price of such Products as are undamaged, in
                  original packaging and still listed in Stereotaxis' most
                  current price sheets as of the date of such sale by
                  Distributor to Stereotaxis shall be at Stereotaxis' original
                  invoice price to Distributor less a handling and restocking
                  charge in effect at the time of such purchase (which shall in
                  no event be less than [***] of the price as determined above).

         C.       If Stereotaxis elects to purchase the Products as provided
                  above, Distributor shall deliver to Stereotaxis, not more than
                  fifteen days after the termination date, an itemized listing
                  showing all such Products on the termination date, together
                  with serial numbers where appropriate. Distributor shall
                  immediately ship and deliver to Stereotaxis at such shipping
                  point as Stereotaxis may designate, the Products to be
                  purchased by Stereotaxis. Stereotaxis shall have the right to
                  inspect and approve the Products so shipped and the sale shall
                  be complete only upon such inspection and written approval by
                  Stereotaxis.

         D.       The provisions of this Section XI shall survive termination,
                  for whatever reason, of this Agreement.

         E.       From and after the termination of this Agreement, and such
                  termination notwithstanding, the parties shall remain liable
                  to one another for any and all indebtedness incurred prior to
                  the effective date of such termination and for any breach of
                  the Agreement occurring prior thereto, and for the performance
                  of all obligations hereunder that expressly or impliedly are
                  to survive termination of the Agreement.

         F.       The acceptance of any order from, or the sale of any Product
                  to, Distributor shall not be deemed a waiver of the effect of
                  such termination or renewal or extension of this Agreement.

XV.      Advertising. Distributor agrees to provide Stereotaxis with sample
         copies (in English) of advertisements and promotional materials
         prepared by Distributor relating to the Products. Stereotaxis reserves
         the right to disapprove any advertising used by Distributor in
         promoting and selling Products, in which case Distributor shall not
         utilize such advertising. Failure of Stereotaxis to disapprove
         advertising shall not constitute any waiver of its right of approval of
         such advertising.

XVI.     Parts Purchases/Redemption against Warranties. The dollar value of the
         replacement parts charged back to Stereotaxis annually under the
         Product's warranty must not exceed the corresponding dollar value of
         the parts purchased from Stereotaxis during the prior calendar year.
         Distributor agrees that all costs and expenses related to any Product's
         warranty shall be billed to Siemens AG, or a designated affiliate
         thereof, which shall then bill Stereotaxis directly.


[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]



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